AMENDMENT NO. 4 TO LOAN AGREEMENT
                        ---------------------------------


         AMENDMENT NO. 4 TO LOAN AGREEMENT (this "Fourth  Amendment"),  made and
executed this 7th day of July,  2000,  effective as of June 29, 2000, by and
between:

         OMEGA WORLDWIDE, INC., a Maryland corporation (the "Borrower");

         The Banks that have executed the signature pages hereto  (individually,
a "Bank" and collectively, the "Banks"); and

         FLEET BANK,  N.A.,  a national  banking  association,  as Agent for the
Banks (in such  capacity,  together with its  successors in such  capacity,  the
"Agent").

                             PRELIMINARY STATEMENTS
                             ----------------------

         (A) The  Borrower  has  entered  into a certain  Loan  Agreement  dated
November 20, 1998,  as amended by (i) Amendment  No. 1 to Loan  Agreement  dated
October 22,  1999,  effective as of August 18, 1999,  (ii)  Amendment  No. 2 and
Waiver to Loan Agreement  dated January 10, 2000, and (iii)  Amendment No. 3 and
Waiver to Loan Agreement dated May 12, 2000,  effective as of March 17, 2000 (as
so amended,  hereinafter referred to as the "Loan Agreement") with the Agent and
the Banks; and

         (B) The  Borrower  has  requested  that the Banks  and the Agent  amend
certain  provisions  of the Loan  Agreement,  and the  Banks  and the  Agent are
willing to do so, all on the terms and conditions hereinafter set forth;

         NOW,  THEREFORE,  in  consideration  of the  agreements  and provisions
contained herein, the parties hereto hereby agree as follows:

         1. Definitions.      Capitalized  terms used but not otherwise  defined
herein shall have the meanings  ascribed to such terms in the Loan Agreement.

         2. Certain  Amendments  to the Loan  Agreement.  The Loan  Agreement is
hereby amended as follows:

                  2.1.     The  definition of "Applicable  Margin"  appearing in
Article 1 is deleted in its entirety and the following is substituted therefor:

                  "'Applicable Margin' - on any date, with respect to LIBOR
                  Loans, three and 25/100 (3.25%) percent."

                  2.2.     The definition of "Revolving  Credit Commitment Date"
appearing in Article 1 is deleted in its entirety and the following is
substituted therefor:

                  "'Revolving Credit Commitment Termination Date'-
                  June 30, 2000."
<PAGE>

                  2.3. The following definitions are added to Article 1 in their
appropriate alphabetic locations:

                  (a) "'Appraisal' - an appraisal providing an assessment of the
                  fair market value of the real property covered thereby,  which
                  appraisal  is  independently  and  impartially  prepared  by a
                  nationally  recognized appraiser or an appraiser acceptable to
                  the Agent and having  substantial  experience in the appraisal
                  of healthcare  facilities and conforming to Uniform  Standards
                  of Professional  Appraisal  Practice  adopted by the Appraisal
                  Standards Board of the Appraisal Foundation."

                  (b) "'Appraised Value' - the value of the Real Property
                  reflected in the most recent Appraisal thereof.

                  (c) "'Fourth  Amendment' - that certain Amendment No.4 to Loan
                  Agreement  dated  July 7, 2000,  effective as of June 29, 2000
                  by and among the Borrower, the Banks and the Agent."

                  (d) "'Real Property'- as defined in subsection 8.11(a)hereof."

                  (e) "'Term Loan(s)' - as defined in Section 2.1 hereof."

                  2.4. Section 2.1 is deleted in its entirety and the following
is substituted therefor:

                  "Section 2.1      Loans.
                                    ------

                           The parties  hereto  confirm  that, as of the date of
                  the Fourth  Amendment,  the  aggregate  outstanding  principal
                  amount  of the  Loans  advanced  under  the  Revolving  Credit
                  Commitment  is   $8,850,000,   that  pursuant  to  the  Fourth
                  Amendment,  and as of the date thereof,  the Revolving  Credit
                  Commitment is terminated,  that all of the  outstanding  Loans
                  advanced thereunder shall remain outstanding hereunder and are
                  being  converted,  effective  as of the  date  of  the  Fourth
                  Amendment, into term loans payable to the Banks (individually,
                  a "Term Loan" and  collectively,  the "Term Loans"),  that the
                  aggregate principal amount of the Term Loans is $8,850,000 and
                  that each Bank's Term Loan is in an amount equal to the amount
                  of such Bank's Revolving Credit  Commitment  immediately prior
                  to the  effectiveness  of the Fourth  Amendment.  Concurrently
                  with the execution and delivery of the Fourth  Amendment,  the
                  Notes  dated   November  20,  1998   delivered  to  the  Banks
                  evidencing  the  Loans  advanced  under the  Revolving  Credit
                  Commitment are being restated pursuant to the promissory notes
                  referred to in subsection 2.5(a) hereof.  Subject to the terms
                  of this Agreement,  the Borrower may (i) convert,  as often as
                  is permissible  hereunder,  all or a portion of the Term Loans
                  from one Type into Term Loans of another Type;  and (ii) repay
                  or prepay all or a portion of the Term Loans provided that any
                  amount so repaid or prepaid may not be reborrowed hereunder."
<PAGE>

                  2.5.     Section 2.5 is deleted in its entirety and the
following is substituted therefor:

                  "Section 2.5      Notes.
                                    ------

                           (a)  The  Term  Loans  made  by each  Bank  shall  be
                  evidenced by a single restated promissory note of the Borrower
                  in substantially the form of Exhibit A to the Fourth Amendment
                  (each a "Note" and collectively, the "Notes"). Each Note shall
                  be dated the date of the Fourth Amendment, shall be payable to
                  the order of such  Bank in a  principal  amount  equal to such
                  Bank's  Revolving Credit  Commitment as in effect  immediately
                  prior to the effectiveness of the Fourth Amendment,  and shall
                  otherwise  be duly  completed.  The Notes  shall be payable as
                  provided in Section 2.6 hereof.

                           (b) Each Bank shall enter on a schedule  with respect
                  to its Note a notation  with the respect to its Term Loan made
                  hereunder  of  each   repayment  or  prepayment  of  principal
                  thereof.  The  failure of any Bank to make a  notation  on any
                  such schedule as aforesaid shall not limit or otherwise affect
                  the  obligation  of the  Borrower  to repay the Term  Loans in
                  accordance with their respective terms as set forth herein."

                  2.6.     Section 2.6 is deleted in its entirety and the
following is substituted therefor:

                  "Section 2.6      Repayment and Prepayment of Loans
                                    ---------------------------------

                           (a)  The  Borrower  shall  pay to the  Agent  for the
                  account of each Bank the  principal  of the Term Loans in five
                  (5) consecutive quarterly installments, commencing on the date
                  of the  execution  and  delivery of the Fourth  Amendment  and
                  continuing on the last day of each calendar quarter thereafter
                  until payment in full of the Term Loans on June 30, 2001. Each
                  installment shall be in the amount of Two Million ($2,000,000)
                  Dollars provided that the last such installment  (scheduled to
                  occur  on June  30,  2001)  shall  be in the  amount  of Eight
                  Hundred Fifty Thousand ($850,000) Dollars or such other amount
                  as shall  be  sufficient  to  repay  in full  the  outstanding
                  principal amount of the Term Loans on such date.

                           (b) The  Borrower  shall be  entitled  to prepay  the
                  principal  amount of the Term Loans provided that the Borrower
                  shall give notice of such  prepayment to the Agent as provided
                  in  Section  2.3 hereof  and that any  prepayment  of the Term
                  Loans shall be in the minimum  aggregate amount of One Million
                  ($1,000,000) Dollars and multiples of One Million ($1,000,000)
                  Dollars in excess  thereof.  Any amount so prepaid  may not be
                  reborrowed  and  shall  be  applied  to the  principal  amount
                  thereof in the inverse order of the  maturities  thereof.  Any
                  repayment  of a LIBOR  Loan  shall  be on the  last day of the
                  relevant  Interest  Period  and all  repayments  of  principal
                  (whether  mandatory or  voluntary)  shall be applied  first to
                  Prime  Rate  Loans and then to the  fewest  number of Types of
                  LIBOR Loans as possible.

                  2.7.     Clause (i) of subsection  2.7(a) is amended by adding
the phrase "plus one (1%) percent"  immediately  after the term "Alternate Base
Rate".
<PAGE>

                  2.8.     Section 8.11 is deleted in its entirety and the
following is substituted therefor:

                  "Section 8.11     Real Estate Collateral.
                                    ----------------------

                           The failure by the  Guarantor  to execute and deliver
                  to  the  Agent  for  the  ratable  benefit  of the  Banks  the
                  following on or before the sixtieth  (60th) day after the date
                  of the Fourth Amendment:

                           (a) Mortgages  and/or deeds of trust,  as applicable,
                  in  recordable  form  and  otherwise  in  form  and  substance
                  satisfactory  to the Agent,  pursuant  to which the  Guarantor
                  shall have granted to the Agent for the ratable benefit of the
                  Banks a first  mortgage  lien on certain real property and all
                  improvements  located  thereon owned by the Guarantor,  all of
                  which real property (collectively,  the "Real Property") shall
                  have an aggregate Appraised Value of not less than $8,850,000;
                  and

                           (b)  Policies  of  title   insurance,   in  form  and
                  substance  satisfactory to the Agent and in amounts reasonably
                  satisfactory  to the  Agent,  insuring  the first  lien of the
                  mortgages  and/or  deeds of trust  referred  to in  subsection
                  8.11(a) above (and the Borrower shall pay all costs associated
                  with the  procurement  of such  policies,  including,  but not
                  limited  to,  insurance  premiums,  recording  fees and search
                  fees)."

         3. Representations and Warranties. In order to induce the Banks and the
Agent to enter  into this  Fourth  Amendment,  each of the Loan  Parties  hereby
represents and warrants to the Banks and the Agent, as to itself with respect to
the Loan Documents to which it is a party, that:

                  3.1 No Default.  After giving effect to this Fourth Amendment,
no Default or Event of Default shall have occurred or be continuing.

                  3.2 Existing  Representations  and Warranties.  As of the date
hereof and after giving effect to this Fourth  Amendment,  each and every one of
the  representations  and  warranties  set forth in the Loan Documents are true,
accurate and complete in all respects and with the same effect as though made on
the date hereof, and each is hereby  incorporated herein in full by reference as
if restated herein in its entirety, except for changes in the ordinary course of
business which are not prohibited by the Loan Agreement (as amended  hereby) and
which do not, either singly or in the aggregate, have a Material Adverse Effect.

                  3.3 Authority; Enforceability. (i) The execution, delivery and
performance  by each  Loan  Party  of  this  Fourth  Amendment  are  within  its
organizational  powers and have been duly  authorized  by all  necessary  action
(corporate  or  otherwise)  on the part of each Loan  Party,  (ii)  this  Fourth
Amendment  is the  legal,  valid and  binding  obligation  of each  Loan  Party,
enforceable against each Loan Party in accordance with its terms, and (iii) this
Fourth Amendment and the execution,  delivery and performance by each Loan Party
thereof does not:  (A)  contravene  the terms of any Loan  Party's  organization
documents, (B) conflict with or result in any breach or contravention of, or the
creation of any Lien under, any document  evidencing any contractual  obligation
to which any Loan Party is a party or any order,  injunction,  writ or decree to
which any Loan Party or its property is subject,  or (C) violate any requirement
of law.
<PAGE>

         4.  Reference to and Effect Upon the Loan Agreement.
             ------------------------------------------------

                  4.1 Effect.  Except as specifically set forth herein, the Loan
Agreement and the other Loan Documents  shall remain in full force and effect in
accordance with their terms and are hereby ratified and confirmed.

                  4.2  No  Waiver;  References.  The  execution,   delivery  and
effectiveness  of this  Fourth  Amendment  shall not  operate as a waiver of any
right,  power or remedy of the Agent or any Bank under the Loan  Agreement,  nor
constitute  a  waiver  of  any  provision  of  the  Loan  Agreement,  except  as
specifically set forth herein.  Upon the effectiveness of this Fourth Amendment,
each reference in:

                           (i) the Loan  Agreement  to "this  Agreement",
"hereunder",  "hereof",  "herein"  or words of  similar import shall mean and be
a reference to the Loan Agreement as  amended hereby;

                          (ii) the other Loan Documents to the "Loan Agreement"
shall mean and be a reference to the Loan Agreement as amended hereby;

                         (iii)  the Loan  Documents  to the  "Loan  Documents"
shall be deemed to include this Fourth Amendment;

                          (iv)     the "Loans" shall be deemed to refer to the
Term Loans, as applicable; and

                           (v) the "Notes" shall be deemed to refer to the Notes
executed in connection herewith.

         5.       Miscellaneous.
                 ---------------

                  5.1  Expenses.  The Loan  Parties  agree to pay the Agent upon
demand for all reasonable  expenses,  including  reasonable  attorneys' fees and
expenses of the Agent, incurred by the Agent in connection with the preparation,
negotiation and execution of this Fourth Amendment.

                  5.2. Law. THIS FOURTH  AMENDMENT  SHALL BE CONSTRUED IN
ACCORDANCE  WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.

                  5.3  Successors.  This Fourth  Amendment shall be binding upon
the Loan Parties,  the Banks and the Agent and their  respective  successors and
assigns,  and shall inure to the benefit of the Loan Parties,  the Banks and the
Agent and the successors and assigns of the Banks and the Agent.

                  5.4  Execution in  Counterparts. This Fourth  Amendment may be
executed  in any  number of  counterparts  and by  different  parties  hereto in
separate  counterparts,  each of which when so executed and  delivered  shall be
deemed to be an original and all of which taken  together  shall  constitute one
and the same instrument.




                           [Signature Page to Follow]



<PAGE>


         IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Fourth
Amendment to be executed and delivered by their  respective  officers  thereunto
duly authorized as of the date first written above.


                                                     OMEGA WORLDWIDE, INC.

                                          By /s/ EDWARD C. NOBLE
                                             ----------------------
                                                 Edward C. Noble
                                                 Chief Financial Officer


                                                  FLEET BANK, N.A., as Agent
                                                  and as a Bank

                                          By /s/ CHRISTIAN J. COVELLO
                                             ---------------------------
                                                 Christian J. Covello
                                                 Vice President


                                                  HARRIS TRUST AND SAVINGS BANK

                                          By    /s/ MICHAEL J. JOHNSON
                                                ------------------------
                                                    Michael J. Johnson
                                                    Vice President

Agreed to and Accepted:

OMEGA HEALTHCARE INVESTORS, INC.


By /s/ SUSAN A. KOVACH
   ----------------------
       Susan A. Kovach
       Vice President, General Counsel and Secretary